**Exhibit 10.11**

 

[CONFIDENTIAL TREATMENTREQUESTED] /*/ INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICHCONFIDENTIAL TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED MATERIAL HAS BEENFILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED.

 

 

**CONTRACT WORK AUTHORIZATION (Form 2) NO. 1**

 

**for**

**AGENCY PROCUREMENTS**

**Between**

 

**ACUSPHERE, INC. (“ACUSPHERE/OWNER”)**

 

**and**

 

**PARSONS COMMERCIAL TECHNOLOGY INC. (“PARSONS”)**

 

 

**All workauthorized by Acusphere and performed by Parsons in accordance with thisContract Work Authorization shall be governed by the “Terms and Conditions forEngineering, Procurement and Construction Management Services betweenAcusphere, Inc. and Parsons Commercial Technology Group Inc.” (the EPCM),Effective date July 2, 2004.**

 

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CONTRACT WORK AUTHORIZATION NO. 1

(Form 2)

 FOR

AGENCY PROCUREMENTS

 

THISContract Work Authorization for the placement of agency procurements isexecuted November          ,2004 and made effective retroactively to the 6th day of July, 2004 betweenACUSPHERE, INC., with principal offices at 500 Arsenal Street, Watertown,Massachusetts 02472 (“Acusphere/Owner”) and PARSONS COMMERCIAL TECHNOLOGY GROUPINC. (“PARSONS”), with principal offices for this project located at 150Federal Street, Boston, Massachusetts 02110.

 

This Contract WorkAuthorization, the scope of which is defined below, is intended to cover agencyprocurements by Parsons for Acusphere from July 6, 2004 through December 10,2004.

 

It is understood andagreed that this Contract Work Authorization for procurements (Form 2) shallonly be used to cover the actual approved cost of purchase orders and otherforms of awards Parsons places with outside vendors/contractors/ leasingcompanies, etc. as an Agent for Acusphere.

 

The time charged byParsons for agency procurement services shall be authorized by a Contract WorkAuthorization form for “Engineering and Construction Management Services” (Form1).

 

It is also understood andagreed that the Contract Work Authorization forms for “Engineering andConstruction Management Services” (Form 1) shall be used to cover the actualapproved cost of subcontracts placed with outside subcontractors on anon-agency basis by Parsons, as well as the time charged by Parsons for itssubcontracting activities.

 

INCONSIDERATION of the covenants hereinafter set forth, the parties heretomutually agree as follows:

 

ARTICLE I            SCOPE OF SERVICES

 

1.1                                 Descriptionof Services

 

Parsons shall, as an agent to Acusphere,  procure required equipment (hereinafterreferred to as the “agency procurements “) in connection with Owner’s asepticpharmaceutical manufacturing facility located at 890 East Street, Tewksbury,Massachusetts (the “Facilities”) as specifically set forth and described inExhibit 1, which is attached hereto and made a part hereof

 

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ARTICLE II                                 ESTIMATED COST OFAGENCY PROCUREMENTS

 
| Previous total estimated cost up through and  including Contract Work Authorization (Form 2) Number 0                                                                                                                                                                                                                                                                                                                                   |   | $      | 0            |   |
|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|--------|--------------|--------|
|                                                                                                                                                                                                                                                                                                                                                                                                                                    |   |   |         |
| Estimated increase based on Contract Work  Authorization (Form 2) Number 1                                                                                                                                                                                                                                                                                                                                                              |   | $      | 3,928,787.44 |   |
| Note: The amounts shown on Authorization No. 1 for  Agency Purchase Orders shall be paid by Acusphere to vendors directly and will  not flow thru Parsons books. This amount includes Agency Purchase Orders  issued, under prior purchase authorization, after July 6, 2004 but  before the execution date of this Contract Work Authorization (Form 2) Number  1. Such Agency Purchase Orders are described in Exhibit 1 hereto. |   |   |         |
|                                                                                                                                                                                                                                                                                                                                                                                                                                    |   |   |         |
| Revised total estimated cost up through this  Contract Work Authorization (Form 2) Number 1                                                                                                                                                                                                                                                                                                                                             |   | $      | 3,928,787.44 |   |

 

ARTICLE III                             TERMS AND CONDITIONS

 

THEPARTIES ACKNOWLEDGE AND AGREE THE TERMS AND CONDITIONS OF THIS AGREEMENT HAVEBEEN FREELY, FAIRLY AND THOROUGHLY NEGOTIATED. FURTHER, THE PARTIES ACKNOWLEDGEAND AGREE SUCH TERMS AND CONDITIONS, INCLUDING BUT NOT LIMITED TO THOSERELATING TO WAIVERS, ALLOCATIONS OF, RELEASES FROM, INDEMNITES AGAINST ANDLIMITATIONS OF LIABILITY, WHICH MAY REQUIRE CONSPICUOUS IDENTIFICATION, HAVENOT BEEN SO IDENTIFIED BY MUTUAL AGREEMENT AND THE PARTIES HAVE ACTUALKNOWLEDGE OF THE INTENT AND EFFECT OF SUCH TERMS AND CONDITIONS. EACH PARTYACKNOWLEDGES THAT IN EXECUTING THIS AGREEMENT IT RELIED SOLELY ON ITS OWNJUDGEMENT, BELIEF, AND KNOWLEDGE, AND SUCH ADVICE AS IT MAY HAVE RECEIVED FROMITS OWN COUNSEL, AND IT HAS NOT BEEN INFLUENCED BY ANY REPRESENTATION ORSTATEMENTS MADE BY ANY OTHER PARTY OR SUCH OTHER PARTY’S COUNSEL. NO PROVISION INTHIS AGREEMENT IS TO BE INTERPRETED FOR OR AGAINST ANY PARTY BECAUSE THAT PARTYOR ITS COUNSEL DRAFTED SUCH PROVISION.

 

**  All services provided by Parsons forAcusphere in Items 1 through 7 above shall be governed by the terms andconditions of the EPCM in place of the Technical Services Agreement signed byProcess Facilities Inc. and Acusphere, Inc. dated April 12, 2004, which isretroactively superseded and replaced.**

 

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ARTICLE IV                             SCHEDULE

 

It isestimated that the agency procurements covered by this Contract Work Releaseshall be scheduled for delivery as noted on the agency purchase orders andother forms of agency agreements.

 

All other terms andconditions for the Contract for Engineering, Procurement and ConstructionManager Services, as previously amended by Contract Work Authorization Numbers0 through 0 remain unchanged.

 

IN WITNESS WHEREOF, theparties hereto have executed this Contract Work Authorization, document as ofthe date and year first above written.

 

 
| ACUSPHERE, INC. (“ACUSPHERE”) |   | PARSONS COMMERCIAL TECHNOLOGY   GROUP INC. (“PARSONS”) |
|-----------------------------------------|--------|------------------------------------------------------------------|
|                                    |   |                                                             |   |   |
|                                    |   |                                                             |   |   |
| By:                                     |   |                                                             | By: |   |
|                                    |   |                                                             |   |   |
|                                    |   |                                                             |   |   |
| Title                                   |   |                                                             | Title |   |

 

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**EXHIBIT 1**

 

**Targeted Equipment Commitments**

**through December 10, 2004**

 

A.                                   PurchaseOrders placed, Item, Vendor and P.O. number:

 

1.                                       [CONFIDENTIALTREATMENT REQUESTED] /*/

 

2.                                       [CONFIDENTIALTREATMENT REQUESTED] /*/

 

3.                                       [CONFIDENTIALTREATMENT REQUESTED] /*/

 

4.                                       [CONFIDENTIALTREATMENT REQUESTED] /*/

 

5.                                       [CONFIDENTIALTREATMENT REQUESTED] /*/

 

6.                                       [CONFIDENTIALTREATMENT REQUESTED] /*/

 

7.                                       [CONFIDENTIALTREATMENT REQUESTED] /*/

 

 

A.                                   Totalapproved funding for Items 1 thru 7 above = $1,561,787.44

 

Remaining projectedpurchase order commitments scheduled through December 10, 2004 taken fromthe schedule entitled Estimated Commitments Equipment Through December 10,2004, Revision 2, dated October 27, 2004.

 
| **Description**                        | ** **       | **Spec.   Number**                     | ** **   | **Amount**                             | ** ** |
|----------------------------------------|------------------|----------------------------------------|--------------|----------------------------------------|------------|
| ** **                             | ** **       | ** **                             | ** **   | ** **                             | ** ** |
| [CONFIDENTIAL TREATMENT REQUESTED] /*/ |             | [CONFIDENTIAL TREATMENT REQUESTED] /*/ |         | [CONFIDENTIAL TREATMENT REQUESTED] /*/ |       |
|                                   |             |                                   |         |                                   |       |
| B.                                     | PROJECTED TOTALS |                                   |         |                                   | $          | 2,367,000 |   |
|                                   |             |                                   |         |                                   |       |   |   |
| Subtotal Item A                        | =                | $                                      | 1,561,787.44 |                                   |       |   |   |   |
| Subtotal Item B                        | =                | $                                      | 2,367,000.00 |                                   |       |   |   |   |
| Total Estimated Value A & B        | =                | $                                      | 3,928,787.44 |                                   |       |   |   |   |
|                                        |                  |                                        |              |                                        |            |  |  |  |  |

 

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